Humana (HUM) 10-K risk factor changes: FY2024 vs FY2023

If we fail to effectively implement our operational and strategic initiatives, including our Medicare initiatives, which are of particular importance given the concentration of our revenues in these products, our state-based contracts strategy, the growth of our CenterWell businesses, and our integrated care delivery model, our business may be materially adversely [removed: affected.][added: affected.]

Accordingly, our plans may not be eligible for full level quality [removed: bonuses,] [added: bonuses or may not match the performance of our competitors, each of] which could [added: materially and] adversely affect the benefits such plans can offer, reduce membership and/or reduce profit [removed: margins.][added: margins, which may significantly adversely affect our revenues, operating results, and cash flows.]

Our ability to adequately price our products and services, provide effective and efficient service to our customers, [added: develop new] and [added: innovative products and services (including enhanced technologies that improved connectivity across products and meet consumer expectations for engaging in their health care), automate and deploy new technologies] to [added: simplify administrative processes and clinical decision making, provide] timely [added: payments to care providers, drive administrative] and [added: operational efficiencies, and timely and] accurately report our financial results depends significantly on the [added: performance of, and] integrity of the [removed: data] [added: data,] in our information systems.

These systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop and integrate new [added: systems, including] systems [added: powered by or incorporating artificial intelligence and machine learning (including generative AI) (AI/ML),] to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer preferences, and even with such resources there is no assurance that we will be [removed: able to do so.]

If the information we rely upon to run our businesses was found to be [removed: inaccurate or unreliable] [added: inaccurate, unreliable,] or [added: biased,] if we fail to improve service levels or maintain [added: the integrity of our data, or if we fail to] effectively [added: maintain] our information systems and [removed: data integrity,] [added: develop and integrate new systems (including systems powered by or incorporating AI/ML), or if our use of AI/ML technologies were to result in inaccuracies, biases or errors,] we could have operational disruptions, problems in determining medical cost estimates and establishing appropriate pricing, customer and health care provider disputes, [added: reputational challenges,] regulatory or other legal [removed: problems,] [added: obstacles (including potential investigations and enforcement),] difficulty preventing and detecting fraud, [removed: have] increases in operating expenses, [added: difficulty driving administrative or operational efficiencies to enhance our operations and reduce costs,] loss of existing customers, difficulty in attracting new customers, or other adverse consequences, each of which may result in a material adverse effect on our results of operations, financial position, and cash flows.

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on third-party service providers to do the same, including [removed: sensitive] [added: protected] personal information [added: subject to privacy, security or data breach notification laws,] as well as proprietary or confidential information relating to our business or a third-party with which we do business.

Although the impact of such attacks has not been material to our operations or results of operations, financial position, or cash flow through December 31, [removed: 2023,] [added: 2024,] we can provide no assurance that we will be able to detect, prevent, or contain the effects of such cybersecurity attacks or other information security risks or threats, or that such an attack will not be material to our business, in the future.

A cybersecurity attack may penetrate our layered security controls and lead to the misappropriation of or compromise of [removed: sensitive] [added: protected] personal information or proprietary or confidential information, create system disruptions, cause shutdowns, or deploy viruses, ransomware, and other malicious software programs that attack our [removed: systems.][added: systems or those of our third-party service providers.]

A cybersecurity attack that bypasses our information technology systems, or the security of [added: our] third-party service providers, could materially affect us due to the theft, destruction, loss, misappropriation or release of confidential information or intellectual property, operational or business delays resulting from the disruption of our IT systems, extortion attempts, or negative publicity resulting in reputation or brand damage with our members, customers, providers, and other stakeholders.

In addition, breaches of our security measures or the security measures of third-party service providers, and the unauthorized dissemination of [removed: sensitive] [added: protected] personal information or proprietary or confidential information about us or our [removed: members] [added: customers] or other third-parties, can expose our associates' or [removed: members’] [added: customers’] private information and result in the risk of financial or medical identity theft, or expose us or other third-parties to a risk of loss or misuse of this information, result in significant regulatory fines or penalties, litigation and potential liability for us, damage our brand and reputation, or otherwise harm our business.

These programs accounted for approximately [removed: 91%] [added: 94%] of our total premiums and services revenue for the year ended December 31, [removed: 2023.][added: 2024.]

- At December 31, [removed: 2023,] [added: 2024,] under our contracts with CMS we provided health insurance coverage to approximately [removed: 851,300] [added: 924,800] individual Medicare Advantage members in Florida.

These contracts accounted for approximately 14% of our total premiums and services revenue for the year ended December 31, [removed: 2023.][added: 2024.]

- Our military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, [removed: 2023,] [added: 2024,] primarily consisted of the TRICARE T2017 East Region contract.

The T2017 East Region contract [removed: comprises] [added: comprised] 32 states and [removed: covers] approximately [removed: 6.0] [added: 6] million TRICARE [removed: beneficiaries, under which delivery of health care services commenced on January 1, 2018.][added: beneficiaries.]

In December 2022, we were awarded the next generation of TRICARE Managed Care Support Contracts, or T-5, for the updated TRICARE East Region by the [added: Defense Health Agency of the] DoD.

The T-5 East Region contract [added: commenced on January 1, 2025 and] comprises 24 [removed: states] [added: states,] and [removed: Washington,] [added: Washington] D.C., and [removed: covers] approximately 4.6 million beneficiaries.

The transition period for the T-5 contract began in January 2024 and [removed: will overlap] [added: overlapped] the final year of the T2017 contract.

[removed: on the contractually agreed discounts, may] [added: Social Security Act, which, if not implemented correctly could] have a material adverse effect on our results of operations, financial position, [removed: and] [added: or] cash flows.

[removed: In addition, we] conduct medical record reviews as part of our data and payment accuracy compliance efforts, to more accurately reflect diagnosis conditions under the risk adjustment model.

[removed: We expect] CMS [added: confirmed its intent] to apply the Final RADV Rule, including the first application of extrapolated audit results to determine audit settlements without [added: the use of] a FFS Adjuster, to CMS [removed: and HHS-OIG RADV] audits conducted for PY 2018 and subsequent [removed: years.][added: years when it selected certain of Humana's MA contracts for PY 2018 RADV Audits.]

It is critical that MA plans are paid accurately and that payment model principles, including the application of a FFS Adjuster, are in accordance with the requirements of the [removed: Social Security Act, which, if not implemented correctly could have a material adverse effect on our results of operations, financial position, or cash flows.]

- Our primary care and home [removed: health] [added: solutions] businesses derive a substantial portion of their revenues from third-party payors and directly from the federal and state governments through participation in fee-for-service Medicare.

[removed: This concentration of revenues subjects these businesses to reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program, including changes to] CMS’s risk adjustment model that may apply to our primary care business through its contracts with third-party payors.

[added: The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law), the Families First Coronavirus Response Act (the] “Families First Act”), the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), and related regulations, are examples of laws which have enacted significant reforms to various aspects of the U.S. health insurance industry, including among others, mandated coverage requirements, mandated benefits and guarantee issuance associated with commercial medical insurance, rebates to policyholders based on minimum benefit ratios, adjustments to Medicare Advantage premiums, the establishment of federally facilitated or state-based exchanges coupled with programs designed to spread risk among insurers, the introduction of plan designs based on set actuarial values, and changes to the Part D prescription drug benefit design.

It is reasonably possible that these laws and regulations, as well as other current or future legislative, judicial or regulatory changes, including restrictions on our ability to manage our provider network, market and sell our products, or otherwise operate our business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage business profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, [added: further restrictions on service arrangements and fee payments between intercompany or vertically-integrated assets,] increases in regulation of our prescription drug benefit businesses, or changes to the Part D prescription drug benefit design (and uncertainty arising from the implementation of these changes) may have a material adverse effect on our results of operations (including [removed: restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.]

We believe that our health services operations comply with applicable state [removed: statutes regarding corporate practice of medicine, fee-splitting, and similar issues.]

[added: There can be no assurances that any] such restructuring will be possible or, if possible, would not have a material adverse effect on our results of operations, financial position, or cash flows.

In any particular market, providers could refuse to contract with us, demand higher payments, or take other actions that could result in higher health care costs for us, less desirable products for customers and members or [added: difficulty meeting regulatory or accreditation requirements.]

There can be no assurance that providers with whom we contract will properly manage the costs of services, maintain financial solvency or avoid disputes with [removed: other providers.]

[added: Certain of our] insurance subsidiaries operate in states that regulate the payment of dividends, loans, administrative expense reimbursements or other cash transfers to Humana Inc., and require minimum levels of equity as well as limit investments to approved securities.

Each of the rating agencies reviews its ratings periodically and there can be no assurance that current [removed: ratings will be maintained in the future.]

The number of our Medicare Advantage plans rated 4-star or higher will significantly decline in 2025.

We have filed a lawsuit seeking to set aside and vacate the 2025 Star Ratings of our Medicare Advantage plans, but there is no assurance that we will prevail in this lawsuit.

If we are not successful, the decline in our Star Ratings will negatively impact our 2026 quality bonus payments from CMS and may also significantly adversely affect our revenues, operating results, and cash flows.

Uncertainties with respect to both ongoing changes to the Star Ratings system and CMS cut-points for establishing a plan’s performance with respect to star rating measures, which are not determined until after the relevant measurement period, continue to make accurate prediction of each Medicare Advantage plan’s Star Ratings more challenging.

Based on 2025 Medicare Advantage Star Ratings released by CMS in October 2024, approximately 25% of our Medicare Advantage members are currently enrolled in plans rated 4-star or higher for 2025, as compared to 94% based on our 2024 Star Ratings.

We have filed a lawsuit that, among other things, seeks to set aside and vacate the 2025 Star Ratings for our Medicare Advantage plans, but there is no assurance that we will prevail in the lawsuit.

If we are not successful, the decline in our Star Ratings performance for 2025 will negatively impact our 2026 quality bonus payments from CMS and may also significantly adversely affect our revenues, operating results, and cash flows.

Please see “Legal Proceedings and Certain Regulatory Matters” in Note 17 to the Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K for a description of the lawsuit.

able to do so.

Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in sophistication, in part due to use of evolving AI/ML technologies (including generative AI), and because our businesses are changing as well, we may be unable to anticipate these techniques and threats, detect data security incidents or implement adequate preventive measures.

We delivered services under the T2017 East Region contract from commencement on January 1, 2018 through expiration on December 31, 2024.

The length of the contract is one transition year followed by eight annual option periods, which, if all options are exercised, would result in a total contract length of nine years.

In addition, we

This concentration of revenues subjects these businesses to reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program, including changes to

restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

statutes regarding corporate practice of medicine, fee-splitting, and similar issues.

other providers.

ratings will be maintained in the future.

The T2017 East Region contract, which was originally set to expire on December 31, 2022, was subsequently extended by the United States Department of Defense, or DoD, and is currently scheduled to expire on December 31, 2024 unless further extended.

The T-5 East Region contract includes certain provisions pursuant to which we have guaranteed certain discounts to expected costs over the life of the contract.

The loss of the T2017 or T-5 East Region contracts, should either occur, or our failure to deliver

The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law), the Families First Coronavirus Response Act (the

There can be no assurances that any

difficulty meeting regulatory or accreditation requirements.

Certain of our

*For discussion of [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this [removed: 2023] [added: 2024] Form 10-K, refer to "Item 7.

– Management Discussion and Analysis of Financial Condition and Results of Operations" found in our Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] that was filed with the Securities and Exchange Commission on February [removed: 16, 2023.*][added: 15, 2024.*]

As a result of these initiatives, we recorded charges of [removed: $436] [added: $281] million and [removed: $473] [added: $436] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, [added: primarily] within operating costs in the consolidated statements of income.

The value creation initiative charges primarily relate to [removed: $237] [added: $256] million and [removed: $248] [added: $237] million in asset impairments in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, as well as [removed: $199] [added: $25] million and [removed: $116] [added: $199] million in severance charges in connection with workforce optimization in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[removed: During 2023,] [added: Further,] we [removed: also] recorded severance charges of $70 million [added: in 2023] within operating costs in our consolidated statement of income as a result of our exit from the Employer Group Commercial Medical Products [removed: business and impairment charges of $91 million, including $55 million relating to indefinite-lived intangibles.][added: business.]

The indefinite-lived [removed: intangibles] [added: intangible asset] impairment charges were included within operating costs in our consolidated [removed: statement] [added: statements] of income with the remaining impairment charges included within investment income.

The CenterWell segment [removed: (formerly Healthcare Services) represents] [added: includes] our [removed: payor-agnostic healthcare services offerings, including pharmacy solutions,] [added: pharmacy,] primary care, and home [removed: solutions.][added: solutions operations.]

The segment also includes our strategic partnerships with WCAS to develop and operate senior-focused, payor-agnostic, primary care centers, as well as our minority ownership interest in [removed: Gentiva Hospice] [added: hospice] operations.

[added: Services offered by] this segment are designed to enhance the overall healthcare experience.

Transactions between reportable segments primarily consist of sales of [added: products and] services rendered by our CenterWell segment, primarily [removed: pharmacy solutions,] [added: pharmacy,] primary care, and home solutions, to our Insurance segment customers.

Intersegment sales and expenses are recorded [added: primarily] at fair value and eliminated in consolidation.

[removed: The Medicare] Part D benefit design results in coverage that varies as a member’s cumulative out-of-pocket costs pass through successive stages of a member’s plan period, which begins annually on January 1 for renewals.

In addition, the number of low income senior members as well as year-over-year changes in the mix of membership in our [removed: standalone] [added: stand-alone] PDP products affects the quarterly benefit ratio pattern.

The Employer Group Commercial Fully-Insured business [removed: did not impact] [added: increased] the Insurance segment benefit ratio [added: by 10 basis points] for the year ended December 31, [removed: 2023] [added: 2024] and [removed: increased] [added: did not impact] the Insurance segment benefit ratio [removed: by 10 basis points] for the year ended December 31, [removed: 2022.][added: 2023.]

The Insurance segment may experience adverse impacts in the operating cost ratio as a result of our Employer Group Commercial Medical Products [removed: exit phased over the 18 to 24 months following our February 2023 announcement.][added: exit.]

The Employer Group Commercial Fully-Insured business [removed: increased] [added: did not impact] the Insurance segment operating cost ratio [removed: by 30 basis points] [added: for the year-ended December 31, 2024] and increased the Insurance segment operating cost ratio by [removed: 40] [added: 30] basis points for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

At December 31, [removed: 2023,] [added: 2024,] approximately [removed: 3,764,300] [added: 3,994,300] members, or [removed: 70%,] [added: 71%,] of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to [removed: 3,175,500] [added: 3,764,300] members, or 70%, at December 31, [removed: 2022.][added: 2023.]

- Net income attributable to Humana was [removed: $2.5] [added: $1.2] billion, or [removed: $20.00] [added: $9.98] per diluted common share, and [removed: $2.8] [added: $2.5] billion, or [removed: $22.08] [added: $20.00] per diluted common share, in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

This comparison was significantly impacted by [removed: the gain on sale of Gentiva Hospice,] put/call valuation adjustments associated with non-consolidating minority interest investments, [added: charges associated with value creation initiatives,] transaction and integration costs, [removed: the change in the fair market value of publicly-traded equity securities,] [added: impairment charges and] an [removed: accrued charge] [added: accrual] related to certain [added: anticipated] litigation [removed: expenses, charges associated with value creation initiatives, and impairment charges.][added: expenses.]

The impact of these adjustments to our consolidated income before income taxes and equity in net earnings and diluted earnings per common share was as follows for the [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] periods:

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Consolidated income before income taxes and equity in net [removed: (losses) earnings:] [added: losses:] | | | | | | | | | | | |

| Put/call valuation adjustments associated with our non-consolidating minority interest investments | | | [removed: 320] [added: $] | [added: 296] | | | | | [removed: 68] [added: $] | [added: 320] | |

| Transaction and integration costs | | | [removed: (48)] [added: —] | | | | | | [removed: 105] [added: (48)] | | |

| Accrued charge related to certain anticipated litigation expenses | | | [removed: 105] [added: —] | | | | | | [removed: —] [added: 105] | | |

| Value creation initiatives | | | [removed: 436] [added: 281] | | | | | | [removed: 473] [added: 436] | | |

| Impairment charges | | | [removed: 91] [added: 200] | | | | | | [removed: —] [added: 91] | | |

| Put/call valuation adjustments associated with our non-consolidating minority interest investments | | | [removed: 2.57] [added: $] | [added: 2.45] | | | | | [removed: 0.53] [added: $] | [added: 2.57] | |

| Transaction and integration costs | | | [removed: (0.38)] [added: —] | | | | | | [removed: 0.83] [added: (0.38)] | | |

| [removed: Accrual] [added: Accrued] charge related to certain anticipated litigation expenses | | | [removed: 0.84] [added: —] | | | | | | [removed: —] [added: 0.84] | | |

| Value creation initiatives | | | [removed: 3.50] [added: 2.33] | | | | | | [removed: 3.72] [added: 3.50] | | |

| Impairment charges | | | [removed: 0.73] [added: 1.65] | | | | | | [removed: —] [added: 0.73] | | |

| Net tax impact of transactions | | | [removed: (1.67)] [added: (1.50)] | | | | | | [removed: (1.52)] [added: (1.67)] | | |

It is reasonably possible that these laws and regulations, as well as other current or future legislative, judicial or regulatory changes including restrictions on our ability to manage our provider network, manage and sell our products, or otherwise operate our business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, [added: further restrictions on service arrangements and fee payments between intercompany or vertically-integrated assets,] increases in regulation of our prescription drug benefit businesses, or changes to the Part D prescription drug benefit design (and uncertainty arising from the implementation of these changes) in the aggregate may have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

Transactions between reportable segments primarily consist of sales of [added: products and] services rendered by our CenterWell segment, primarily [removed: pharmacy solutions,] [added: pharmacy,] primary care, and home solutions, to our Insurance segment customers and are described in Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

Comparison of Results of Operations for [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

The following discussion primarily details our results of operations for the year ended December 31, [removed: 2023,] [added: 2024,] or the [removed: 2023] [added: 2024] period, and the year ended December 31, [removed: 2022,] [added: 2023,] or the [removed: 2022] [added: 2023] period.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Dollars | | | | | | Percentage | | |

| Total services revenue | | | [removed: 4,033] [added: 4,431] | | | | | | [removed: 4,776] [added: 4,033] | | | | | | [removed: (743)] [added: 398] | | | | | | [removed: (15.6)] [added: 9.9] | | % |

| Depreciation and amortization | | | [removed: 779] [added: 839] | | | | | | [removed: 709] [added: 779] | | | | | | [removed: 70] [added: 60] | | | | | | [removed: 9.9] [added: 7.7] | | % |

We anticipate the exit of this line of business to be finalized in the first half of 2025.

In addition, we recorded impairment charges of $200 million, relating to indefinite-lived intangible assets, in 2024 and $91 million, including $55 million relating to indefinite-lived intangible assets, in 2023.

Our Chief Executive Officer, the Chief Operating Decision Maker, utilizes these segment groupings and results of each segment, measured by income (loss) from operations, to assess performance and allocate resources primarily during our annual budget process and periodic forecast updates.

The Medicare

Beginning in 2025, changes to Part D under the Inflation Reduction Act are expected to increase risk-adjusted direct subsidies and cap members' out-of-pocket costs and as a result significantly impact seasonality and cost trends.

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | |

| Total | | | $ | 777 | | | | | $ | 904 | |

| | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Total | | | $ | 4.93 | | | | | $ | 5.59 | |

| Insurance premiums | | | $ | 112,104 | | | | | $ | 101,272 | | | | | $ | 10,832 | | | | | 10.7 | | % |

| Insurance | | | 966 | | | | | | 1,000 | | | | | | (34) | | | | | | (3.4) | | % |

| CenterWell | | | 3,465 | | | | | | 3,033 | | | | | | 432 | | | | | | 14.2 | | % |

| Investment income | | | 1,226 | | | | | | 1,069 | | | | | | 157 | | | | | | 14.7 | | % |

| Total revenues | | | 117,761 | | | | | | 106,374 | | | | | | 11,387 | | | | | | 10.7 | | % |

| Benefits | | | 100,664 | | | | | | 88,394 | | | | | | 12,270 | | | | | | 13.9 | | % |

| Operating costs | | | 13,696 | | | | | | 13,188 | | | | | | 508 | | | | | | 3.9 | | % |

| Interest expense | | | 660 | | | | | | 493 | | | | | | 167 | | | | | | 33.9 | | % |

| Net income | | | $ | 1,214 | | | | | $ | 2,484 | | | | | $ | (1,270) | | | | | (51.1) | | % |

Consolidated services revenue increased $0.4 billion, or 9.9%, from $4.0 billion in the 2023 period to $4.4 billion in the 2024 period primarily due to higher revenues associated with growth in the primary care business, partially offset by the impact of the v28 risk model revision.

Investment income increased $0.16 billion, or 14.7%, from $1.07 billion in the 2023 period to $1.23 billion in the 2024 period primarily due to an increase in interest income on our debt securities.

The consolidated benefit ratio increased 250 basis points from 87.3% in the 2023 period to 89.8% in the 2024 period primarily due to the continued impact of elevated Medicare Advantage and state-based contracts medical cost trends in the 2024 period as well as lower favorable prior period medical claims reserve development.

These factors were partially offset by the impact of the pricing and benefit design of our 2024 Medicare Advantage products, which included a reduction in member benefits in response to the net impact of the 2024 final rate notice and the initial emergence of increased medical cost trends in 2023.

The ratio decrease was primarily due to scale efficiencies associated with growth in individual Medicare Advantage membership, administrative cost efficiencies resulting from our value creation initiatives, a lesser impact of commission expense for brokers in the 2024 period compared to the 2023 period as a result of significant individual Medicare Advantage membership growth in 2023, a lesser impact from charges related to value creation initiatives in the 2024 period compared to the 2023 period, as well as the impact of the accrued charge related to certain anticipated litigation expenses in the 2023 period.

These factors were partially offset by significantly reduced compensation accruals in the 2023 period related to the annual incentive plan offered to employees across all levels of the company as our 2023 performance was negatively impacted by higher-than-anticipated Medicare Advantage utilization trends, as well as higher impairment costs in the 2024 period.

The year-over-year increase in the effective income tax rate is primarily due to a change in the mix of current year earnings between our Insurance segment and our CenterWell health services segment, as our CenterWell health services segment is subject to a higher effective tax rate than our Insurance segment.

| Individual Medicare Advantage | | | 5,661,800 | | | | | | 5,408,900 | | | | | | 252,900 | | | | | | 4.7 | | % |

| Total Medicare | | | 8,495,700 | | | | | | 8,767,600 | | | | | | (271,900) | | | | | | (3.1) | | % |

| Medicare Supplement | | | 377,300 | | | | | | 307,200 | | | | | | 70,100 | | | | | | 22.8 | | % |

| Total Medical Membership | | | 16,347,100 | | | | | | 16,857,800 | | | | | | (510,700) | | | | | | (3.0) | | % |

| | | | 2024 | | | | | | 2023 | | | | | | $ | | | | | | % | | | | | |

| Total Medicare | | | 98,887 | | | | | | 87,895 | | | | | | 10,992 | | | | | | 12.5 | | % | | | |

| Medicare Supplement | | | 846 | | | | | | 735 | | | | | | 111 | | | | | | 15.1 | | % | | | |

| Premiums revenue | | | 112,104 | | | | | | 101,272 | | | | | | 10,832 | | | | | | 10.7 | | % | | | |

| Services revenue | | | 966 | | | | | | 1,000 | | | | | | (34) | | | | | | (3.4) | | % | | | |

| Total external revenues | | | $ | 113,070 | | | | | $ | 102,272 | | | | | $ | 10,798 | | | | | 10.6 | | % | | | |

Group Medicare Advantage membership increased 36,100 members, or 7.1%, from 509,600 members as of December 31, 2023 to 545,700 members as of December 31, 2024 primarily due to growth in small and medium group accounts.

The exit from this line of business will be phased over the 18 to 24 months following our February 2023 announcement.

Sale of Hospice and Personal Care Divisions

On August 11, 2022, we completed the sale of a 60% interest in Gentiva (formerly Kindred) Hospice to Clayton, Dubilier & Rice, or CD&R, for cash proceeds of approximately $2.7 billion, net of cash disposed, including debt repayments from Gentiva Hospice to Humana of $1.9 billion.

In connection with the sale we recognized a pre-tax gain, net of transaction costs, of $237 million, which was reported as a gain on sale of Gentiva Hospice in the accompanying consolidated statements of income for the year ended December 31, 2022.

The significant disruption in utilization during 2020 also impacted our ability to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk profiles, and, as such, significantly affected our 2021 revenue under the risk adjustment payment model for Medicare Advantage plans.

Finally, changes in utilization patterns and actions taken in 2021 as a result of the COVID-19 pandemic, including the suspension of certain financial recovery programs for a period of time and shifting the timing of claim payments and provider capitation surplus payments, impacted our claim reserve development and operating cash flows for 2021.

These charges were recorded at the corporate level and not allocated to the segments.

We expect to incur additional charges through the end of 2024.

The remainder of the 2022 charges primarily relate to external consulting fees.

During December 2022, we realigned our businesses into two distinct segments: Insurance and CenterWell.

The Insurance segment includes the businesses that were previously included in the Retail and Group and Specialty segments, as well as the Pharmacy Benefit Manager, or PBM, business which was previously included in the Healthcare Services segment.

In addition to the new segment classifications being utilized to assess performance and allocate resources, we believe this simpler structure will create greater collaboration across the Insurance and CenterWell businesses and will accelerate work that is underway to centralize and integrate operations within the organization.

2021 segment financial information was recast to conform to the 2022 presentation.

These segment groupings are consistent with information used by our Chief Executive Officer, the Chief Operating Decision Maker, to assess performance and allocate resources.

The CenterWell segment includes our pharmacy solutions, primary care, and home solutions operations.

Services offered by

The results of each segment are measured by income (loss) from operations.

COVID-19 disrupted the pattern of our quarterly earnings and operating cash flows largely due to the temporary deferral of non-essential care which resulted in reductions in non-COVID-19 hospital admissions and lower overall healthcare system utilization during higher levels of COVID-19 hospital admissions.

At the same time, during periods of increased incidences of COVID-19, COVID-19 treatment and testing costs increase.

- On January 31, 2024, Centers for Medicare & Medicaid Services, or CMS, issued its preliminary 2025 Medicare Advantage and Part D payment rates and proposed policy changes, collectively, the Advance Notice.

CMS has invited public comment on the Advance Notice before publishing final rates on or before April 1, 2024, or the Final Notice.

In the Advance Notice, CMS estimates Medicare Advantage plans across the sector will, on average, experience a 0.16% decrease in benchmark funding based on proposals included therein.

As indicated by CMS, its estimate excludes the impact of fee-for-service county rebasing/re-pricing since the related impact is dependent upon finalization of certain data, which will be available with the publication of the Final Notice.

Based on our preliminary analysis using the same factors included in CMS’ estimate, the components of which are detailed on CMS’ website, we anticipate the proposals in the Advance Notice would result in a change to our benchmark funding that is approximately 160 basis points worse than our expectation of a flat rate environment.

This difference is primarily due to the proposed effective growth rate restatements, which we did not anticipate in light of the higher medical cost trends experienced across the industry, as well as the negative impact of CMS’ proposed normalization factors.

As part of our typical engagement with the agency, we will provide actuarial data with respect to our concerns regarding these items.

We will continue to analyze the Advance Notice and will draw upon our program expertise to provide CMS formal commentary on the impact of the Advance Notice and the related impact upon Medicare beneficiaries’ quality of care, affordability, and service to its members through the Medicare Advantage program.

| Gain on sale of Gentiva Hospice | | | $ | — | | | | | $ | (237) | |

| Change in fair market value of publicly-traded equity securities | | | (1) | | | | | | 123 | | |

| Total | | | $ | 903 | | | | | $ | 532 | |

| Gain on sale of Gentiva Hospice | | | $ | — | | | | | $ | (1.86) | |

| Change in fair market value of publicly-traded equity securities | | | (0.01) | | | | | | 0.97 | | |

| Total | | | $ | 5.58 | | | | | $ | 2.67 | |

| Insurance premiums | | | $ | 101,272 | | | | | $ | 87,712 | | | | | $ | 13,560 | | | | | 15.5 | | % |

| Insurance | | | 1,000 | | | | | | 850 | | | | | | 150 | | | | | | 17.6 | | % |

| CenterWell | | | 3,033 | | | | | | 3,926 | | | | | | (893) | | | | | | (22.7) | | % |

| Investment income | | | 1,069 | | | | | | 382 | | | | | | 687 | | | | | | 179.8 | | % |

| Total revenues | | | 106,374 | | | | | | 92,870 | | | | | | 13,504 | | | | | | 14.5 | | % |

| Benefits | | | 88,394 | | | | | | 75,690 | | | | | | 12,704 | | | | | | 16.8 | | % |

| Operating costs | | | 13,188 | | | | | | 12,671 | | | | | | 517 | | | | | | 4.1 | | % |

The revolving credit portion bears interest at either [removed: LIBOR plus a spread] [added: Term SOFR] or the base rate plus a spread.

The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on [removed: LIBOR,] [added: Term SOFR,] at our option.

There were no borrowings outstanding under our credit agreements at December 31, [removed: 2023] [added: 2024] or December 31, [removed: 2022.][added: 2023.]

Interest rate risk also represents a market risk factor affecting our consolidated financial position due to our significant investment portfolio, consisting primarily of fixed maturity securities of investment-grade quality with a weighted average S&P credit rating of AA- at December 31, [removed: 2023.][added: 2024.]

Our net unrealized [added: loss] position increased [removed: $0.4 billion] [added: $89 million] from a net unrealized loss position of [removed: $1.7] [added: $1.3] billion at December 31, [removed: 2022] [added: 2023] to a net unrealized loss position of [removed: $1.3 billion at December 31, 2023.]

At December 31, [removed: 2023,] [added: 2024,] we had gross unrealized losses of [removed: $1.3] [added: $1.4] billion on our investment portfolio primarily due to an increase in market interest rates since the time the securities were purchased.

We did not record any material credit allowances for debt securities that were in an unrealized loss position during [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The average duration of our investment portfolio, including cash and cash equivalents, was approximately [removed: 3.0] [added: 3.8] years as of December 31, [removed: 2023] [added: 2024] and [removed: 3.2] [added: 3.0] years as of December 31, [removed: 2022.][added: 2023.]

Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the December 31, [removed: 2023] [added: 2024] fair value of our securities by approximately [removed: $656] [added: $783] million.

We have also evaluated the impact on our investment income and interest expense resulting from a hypothetical change in interest rates of 100, 200, and 300 basis points over the next twelve-month period, as reflected in the [added: following table.]

The evaluation was based on our investment [removed: portfolio] [added: portfolio, outstanding indebtedness,] and [removed: our] outstanding [removed: indebtedness] [added: swap contract portfolio] at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

In the past ten years, changes in 10 year US treasury rates during the year have not exceeded 300 basis points, have changed between 200 and 300 basis points one time, have changed between 100 and 200 basis points [removed: four] [added: five] times, and have changed by less than 100 basis points [removed: five] [added: four] times.

| Interest expense (b) | | | | | | [removed: 56] [added: 123] | | | | | | [removed: 37] [added: 82] | | | | | | [removed: 19] [added: 41] | | | | | | [removed: (19)] [added: (41)] | | | | | | [removed: (37)] [added: (82)] | | | | | | [removed: (57)] [added: (123)] | | |

(a)As of December 31, [added: 2024 and] 2023, none of our investments had interest rates below 1%.

(b)The interest rate under our senior notes, which represent [added: 100% and] 93% [added: at December 31, 2024 and 2023, respectively,] of total debt, is fixed, unaffected by changes in interest rates.

There were no borrowings outstanding under the credit agreement at December 31, [removed: 2023] [added: 2024] or December 31, [removed: 2022.][added: 2023.]

There was $871 million [removed: and $595 million] outstanding under our commercial paper program at December 31, 2023 [removed: and 2022, respectively.][added: with none outstanding at December 31, 2024.]

[removed: As of December 31, 2023 and] [added: At] December 31, [removed: 2022,] [added: 2023,] our interest rates under our commercial paper program was not less than 1%.

We have entered into interest-rate swap agreements with major financial institutions to convert our interest-rate exposure on some of our senior notes payable from fixed rates to variable rates, based on Secured Overnight Financing Rate (SOFR), to align interest costs more closely with floating interest rates received on our cash equivalents and investment securities Under the revolving credit agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis.

$1.4 billion at December 31, 2024.

| As of December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (322) | | | | | $ | (210) | | | | | $ | (105) | | | | | $ | 106 | | | | | $ | 207 | | | | | $ | 308 | |

| Pretax | | | | | | $ | (199) | | | | | $ | (128) | | | | | $ | (64) | | | | | $ | 65 | | | | | $ | 125 | | | | | $ | 185 | |

We did not have any variable rate term loans at December 31, 2024 and December 31, 2023.

In the past we have, and in the future we may enter into interest rate swap agreements depending on market conditions and other factors.

Under the revolving credit agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis.

The revolving credit agreements provide for the transition from LIBOR and do not require amendment in connection with such transition.

following table.

| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (276) | | | | | $ | (184) | | | | | $ | (92) | | | | | $ | 93 | | | | | $ | 186 | | | | | $ | 281 | |

| Pretax | | | | | | $ | (220) | | | | | $ | (147) | | | | | $ | (73) | | | | | $ | 74 | | | | | $ | 149 | | | | | $ | 224 | |

As of December 31, 2022, some of our investments had interest rates below 1%, so the assumed hypothetical change in pretax earnings does not reflect the full 1% point reduction.

We did not have any variable rate term loans at December 31, 2023 and had $0.5 billion of variable rate term loans at December 31, 2022 which were used to fund the August 2021 KAH acquisition.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 17] [added: 16] million members in our medical benefit plans, as well as approximately 5 million members in our specialty products.

During [removed: 2023, 84%] [added: 2024, 85%] of our total premiums and services revenue were derived from contracts with the federal government, including 14% derived from our individual Medicare Advantage contracts in Florida with the Centers for Medicare and Medicaid Services, or CMS, under which we provide health insurance coverage to approximately [removed: 851,300] [added: 924,800] members as of December 31, [removed: 2023.][added: 2024.]

This Annual Report on Form 10-K, or [removed: 2023] [added: 2024] Form 10-K, contains both historical and forward-looking information.

[removed: For additional information on our business segments and] segment financial information, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

The Insurance segment is comprised of [added: insurance] products serving Medicare and state-based contract [removed: beneficiaries sold on a retail basis to] [added: beneficiaries, as well as] individuals [removed: including medical] and [removed: supplemental benefit plans.][added: employers.]

The following table presents our premiums and services revenue for the Insurance segment by product for the year ended December 31, [removed: 2023:][added: 2024:]

| Individual Medicare Advantage | | | | | | $ | [removed: 78,837] [added: 88,019] | | | | | [removed: 74.9] [added: 75.6] | | % |

| Group Medicare Advantage | | | | | | [removed: 6,869] [added: 7,731] | | | | | | [removed: 6.5] [added: 6.6] | | % |

| Medicare stand-alone PDP | | | | | | [removed: 2,189] [added: 3,137] | | | | | | [removed: 2.1] [added: 2.7] | | % |

| Commercial fully-insured | | | | | | [removed: 3,527] [added: 501] | | | | | | [removed: 3.3] [added: 0.4] | | % |

| Medicare Supplement | | | | | | [removed: 735] [added: 846] | | | | | | 0.7 | | % |

| State-based contracts and other | | | | | | [removed: 8,108] [added: 10,915] | | | | | | [removed: 7.7] [added: 9.4] | | % |

| Total premiums revenue | | | | | | [removed: 101,272] [added: 112,104] | | | | | | 96.2 | | % |

| Commercial ASO | | | | | | [removed: 237] [added: 50] | | | | | | [removed: 0.2] [added: —] | | % |

| Military services and other | | | | | | [removed: 763] [added: 916] | | | | | | [removed: 0.7] [added: 0.8] | | % |

| Total Insurance segment premiums and services revenue | | | | | | $ | [removed: 102,272] [added: 113,070] | | | | | [removed: 97.1] [added: 97.0] | | % |

Pursuant to Medicare Part C, Medicare Advantage organizations contract with CMS to offer Medicare [added: Advantage plans to provide benefits at least comparable to those offered under Medicare FFS.]

For additional [removed: information,][added: information on our business segments and]

[added: For additional information,] refer to Note 17 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part I, Item 1A, "Risk Factors" of this Form 10-K.

At December 31, [removed: 2023,] [added: 2024,] we provided health insurance coverage under CMS contracts to approximately [removed: 5,408,900] [added: 5,661,800] individual Medicare Advantage members, including approximately [removed: 851,300] [added: 924,800] members in Florida.

[removed: These] Florida contracts accounted for premiums revenue of approximately [removed: $14.9] [added: $16.4] billion, which represented approximately 19% of our individual Medicare Advantage premiums revenue, or 14% of our consolidated premiums and services revenue for the year ended December 31, [removed: 2023.][added: 2024.]

All material contracts between Humana and CMS relating to our Medicare Advantage products have been renewed for [removed: 2024,] [added: 2025,] and all of our product offerings filed with CMS for [removed: 2024] [added: 2025] have been approved.

All material contracts between Humana and CMS relating to our Medicare stand-alone PDP products have been renewed for [removed: 2024,] [added: 2025,] and all of our product offerings filed with CMS for [removed: 2024] [added: 2025] have been approved.

Within federal guidelines, states determine whom to cover, but general categories for traditional Medicaid programs [removed: include:] [added: include] children and [removed: parents receiving assistance through Temporary Assistance to Needy Families (TANF);] [added: parents;] Aged, Blind, and Disabled (ABD) individuals; and Medicaid Expansion adults.

We have contracts in multiple states to serve Medicaid-eligible members, including Florida, Kentucky, Illinois, [added: Indiana,] Louisiana, Ohio, [added: Oklahoma,] South Carolina and Wisconsin.

For in-force group commercial medical customers and members, our commercial products [removed: include] [added: included] a broad spectrum of major medical benefits with multiple in-network coinsurance levels and annual deductible choices that employers of all sizes [removed: can offer] [added: offered] to their employees on either a fully-insured, through HMO, PPO, or POS plans, or self-funded basis.

Our plans [removed: integrate] [added: integrated] clinical programs, plan designs, communication tools, and spending accounts.

Our ASO products [removed: are] [added: were] offered to small group and large group employers who [removed: self-insure] [added: self-insured] their employee health plans.

We [removed: receive] [added: received] fees to provide administrative services which generally [removed: include] [added: included] the processing of claims, offering access to our provider networks and clinical programs, and responding to customer service inquiries from members of self-funded employers.

These products [removed: may include] [added: might have included] all of the same benefit and product design characteristics of our fully-insured HMO, PPO, or POS products described previously.

Under ASO contracts, self-funded employers generally [removed: retain] [added: retained] the risk of financing the costs of health benefits, with large group customers retaining a greater share and small group customers a smaller share of the cost of health benefits.

[added: All small group ASO customers and many] large group ASO customers [removed: purchase] [added: purchased] stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs.

[removed: On January 1, 2018, we began to deliver] [added: We delivered] services under the T2017 East Region [removed: contract.][added: contract from commencement on January 1, 2018 through expiration on December 31, 2024.]

The T2017 East Region contract [removed: comprises] [added: comprised] 32 states and approximately 6 million TRICARE beneficiaries.

The T-5 East Region contract [added: commenced on January 1, 2025 and] comprises 24 states, and Washington D.C., and [removed: covers] approximately 4.6 million beneficiaries.

The transition period for the T-5 contract began in January 2024 and [removed: will overlap] [added: overlapped] the final year of the T2017 contract.

The following table presents our services revenue for the CenterWell segment by line of business for the year ended December 31, [removed: 2023:][added: 2024:]

| Home solutions | | | | | | $ | [removed: 1,589] [added: 2,050] | | | | | n/a | | |

| Pharmacy solutions | | | | | | [removed: 10,451] [added: 10,724] | | | | | | n/a | | |

| Primary care | | | | | | [removed: 3,332] [added: 3,697] | | | | | | n/a | | |

Our Chief Executive Officer, the Chief Operating Decision Maker, utilizes these segment groupings and results of each segment, measured by income (loss) from operations, to assess performance and allocate resources primarily during our annual budget process and periodic forecast updates.

The segment also includes our Pharmacy Benefit Manager, or PBM, business.

| Total Medicare | | | | | | 98,887 | | | | | | 84.9 | | % |

| Specialty benefits | | | | | | 955 | | | | | | 0.8 | | % |

| Services revenue | | | | | | 966 | | | | | | 0.8 | | % |

These

Specialty

Commercial Fully-Insured and ASO

We anticipate the exit of this line of business to be finalized in the first half of 2025.

| Home solutions | | | | | | $ | 1,313 | | | | | 1.1 | | % |

| Primary care | | | | | | 1,248 | | | | | | 1.1 | | % |

| Florida | | | 924.8 | | | 11.3 | | | 113.2 | | | 20.2 | | | 580.2 | | | 0.3 | | | 0.1 | | | — | | | | | | | | | 1,650.1 | | | 10.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 470.6 | | | 5.0 | | | 145.8 | | | 44.8 | | | — | | | — | | | — | | | — | | | | | | | | | 666.2 | | | 4.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 321.8 | | | 174.3 | | | 78.6 | | | 6.1 | | | — | | | — | | | — | | | — | | | | | | | | | 580.8 | | | 3.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 338.7 | | | 2.9 | | | 67.4 | | | 14.2 | | | — | | | — | | | — | | | — | | | | | | | | | 423.2 | | | 2.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 132.6 | | | 74.3 | | | 200.8 | | | 13.0 | | | 148.9 | | | — | | | 3.1 | | | — | | | | | | | | | 572.7 | | | 3.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 213.1 | | | 17.3 | | | 73.3 | | | 28.4 | | | 186.4 | | | — | | | — | | | — | | | | | | | | | 518.5 | | | 3.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 209.4 | | | 13.5 | | | 74.5 | | | 8.7 | | | 47.0 | | | — | | | — | | | — | | | | | | | | | 353.1 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 206.3 | | | 38.3 | | | 74.7 | | | 8.2 | | | 14.1 | | | — | | | — | | | — | | | | | | | | | 341.6 | | | 2.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 212.4 | | | 10.5 | | | 41.2 | | | 3.8 | | | 148.7 | | | — | | | — | | | — | | | | | | | | | 416.6 | | | 2.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 119.3 | | | 4.2 | | | 134.8 | | | 26.9 | | | 0.1 | | | — | | | — | | | — | | | | | | | | | 285.3 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Oklahoma | | | 77.4 | | | 3.4 | | | 47.4 | | | 5.7 | | | 186.1 | | | — | | | — | | | — | | | | | | | | | 320.0 | | | 2.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indiana | | | 158.9 | | | 20.8 | | | 55.7 | | | 12.6 | | | 35.0 | | | — | | | — | | | — | | | | | | | | | 283.0 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| South Carolina | | | 208.0 | | | 0.5 | | | 32.7 | | | 8.1 | | | 33.5 | | | — | | | — | | | — | | | | | | | | | 282.8 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Virginia | | | 185.1 | | | 2.7 | | | 73.8 | | | 6.9 | | | — | | | — | | | — | | | — | | | | | | | | | 268.5 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| New York | | | 142.1 | | | 9.7 | | | 56.2 | | | 8.0 | | | — | | | — | | | — | | | — | | | | | | | | | 216.0 | | | 1.30 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Michigan | | | 174.5 | | | 30.2 | | | 53.0 | | | 7.2 | | | — | | | — | | | 1.6 | | | — | | | | | | | | | 266.5 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Wisconsin | | | 81.8 | | | 6.1 | | | 59.6 | | | 6.0 | | | 55.3 | | | — | | | — | | | — | | | | | | | | | 208.8 | | | 1.30 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mississippi | | | 142.9 | | | 0.4 | | | 49.8 | | | 5.1 | | | — | | | — | | | — | | | — | | | | | | | | | 198.2 | | | 1.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pennsylvania | | | 99.0 | | | 9.7 | | | 74.3 | | | 10.2 | | | 14.2 | | | — | | | — | | | — | | | | | | | | | 207.4 | | | 1.30 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Arizona | | | 131.2 | | | 0.3 | | | 48.2 | | | 7.6 | | | — | | | — | | | — | | | — | | | | | | | | | 187.3 | | | 1.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| TRICARE | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,009.1 | | | | | | | | | 6,009.1 | | | 36.80 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Others | | | 1,111.9 | | | 110.3 | | | 733.2 | | | 125.6 | | | 10.4 | | | — | | | — | | | — | | | | | | | | | 2,091.4 | | | 12.80 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Totals | | | 5,661.8 | | | 545.7 | | | 2,288.2 | | | 377.3 | | | 1,459.9 | | | 0.3 | | | 4.8 | | | 6,009.1 | | | | | | | | | 16,347.1 | | | 100.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

These ancillary services and facilities include laboratories, ambulance services, medical

These contracts are often multi-year agreements.

However,

These services include management information systems, product development

Our Culture, Engagement and Approach to Work

With an average tenure of 7 years at our Company, our associates’ loyalty reflects our culture and commitment to growth.

During December 2022, we realigned our businesses into two distinct segments: Insurance and CenterWell.

The Insurance segment includes the businesses that were previously included in the Retail and Group and Specialty segments, as well as the Pharmacy Benefit Manager, or PBM, business which was previously included in the Healthcare Services segment.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy solutions, primary care, and home solutions.

In addition to the

new segment classifications being utilized to assess performance and allocate resources, we believe this simpler structure will create greater collaboration across the Insurance and CenterWell businesses and will accelerate work that is underway to centralize and integrate operations within the organization.

2021 segment financial information was recast to conform to the 2022 presentation.

These segment groupings are consistent with information used by our Chief Executive Officer, the Chief Operating Decision Maker, to assess performance and allocate resources.

This segment also includes products consisting of employer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including dental, vision and life insurance benefits, as well as administrative services only, or ASO.

In addition, our Insurance segment includes our military services business as well as the operations of our PBM business.

| Total Medicare | | | | | | 87,895 | | | | | | 83.5 | | % |

| Specialty benefits | | | | | | 1,007 | | | | | | 1.0 | | % |

| Services revenue | | | | | | 1,000 | | | | | | 0.9 | | % |

Advantage plans to provide benefits at least comparable to those offered under Medicare FFS.

We were awarded new Medicaid contracts in Oklahoma and Indiana, which we expect to become effective April 1, 2024 and July 1, 2024, respectively.

These programs largely operate separately from traditional Medicaid programs.

Group Commercial Coverage

No other Humana health plan offerings are materially affected.

The exit from this line of business will be phased over the 18 to 24 months following our February 2023 announcement.

All small group ASO customers and many

The T2017 East Region contract, which was originally set to expire on December 31, 2022, was subsequently extended by the DoD and is currently scheduled to expire on December 31, 2024, unless further extended.

| Home solutions | | | | | | $ | 1,342 | | | | | 1.3 | | % |

| Primary care | | | | | | 842 | | | | | | 0.8 | | % |

Onehome served 14% of our MA members with our value-based model as of December 31, 2023.

Hospice care is an important offering in the full continuum of care we offer patients, and we have been successful in delivering the desired patient experience and outcomes through partnership models, including through participation in the CMS hospice Value-Based Insurance Design, or VBID, model.

| Florida | | | 851.3 | | | 9.1 | | | 131.9 | | | 17.5 | | | 656.6 | | | 73.8 | | | 24.5 | | | — | | | | | | | | | 1,764.7 | | | 10.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 446.0 | | | 4.6 | | | 202.7 | | | 29.2 | | | — | | | 49.8 | | | 29.9 | | | — | | | | | | | | | 762.2 | | | 4.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 138.1 | | | 74.2 | | | 169.2 | | | 10.0 | | | 160.3 | | | 51.1 | | | 51.0 | | | — | | | | | | | | | 653.9 | | | 3.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 213.0 | | | 18.7 | | | 90.9 | | | 30.8 | | | 115.5 | | | 16.1 | | | 17.7 | | | — | | | | | | | | | 502.7 | | | 3.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 348.9 | | | 3.1 | | | 81.2 | | | 9.7 | | | — | | | 33.9 | | | 56.9 | | | — | | | | | | | | | 533.7 | | | 3.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 251.2 | | | 175.3 | | | 96.0 | | | 5.7 | | | — | | | — | | | — | | | — | | | | | | | | | 528.2 | | | 3.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 200.5 | | | 31.7 | | | 107.3 | | | 7.1 | | | 18.5 | | | 8.9 | | | 1.9 | | | — | | | | | | | | | 375.9 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 203.1 | | | 12.2 | | | 79.3 | | | 8.0 | | | 37.7 | | | 11.8 | | | 6.2 | | | — | | | | | | | | | 358.3 | | | 2.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 227.9 | | | 10.1 | | | 43.2 | | | 3.8 | | | 143.1 | | | 11.3 | | | 11.5 | | | — | | | | | | | | | 450.9 | | | 2.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 115.3 | | | 1.8 | | | 163.9 | | | 16.2 | | | 4.6 | | | — | | | — | | | — | | | | | | | | | 301.8 | | | 1.80 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Missouri/Kansas | | | 137.8 | | | 11.1 | | | 128.1 | | | 10.6 | | | 0.2 | | | 13.4 | | | 13.0 | | | — | | | | | | | | | 314.2 | | | 1.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Michigan | | | 154.8 | | | 31.7 | | | 75.0 | | | 4.7 | | | — | | | 0.4 | | | 1.7 | | | — | | | | | | | | | 268.3 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Wisconsin | | | 81.8 | | | 6.8 | | | 65.7 | | | 6.5 | | | 57.7 | | | 26.8 | | | 21.9 | | | — | | | | | | | | | 267.2 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| South Carolina | | | 195.3 | | | 0.2 | | | 36.9 | | | 6.1 | | | 27.6 | | | — | | | — | | | — | | | | | | | | | 266.1 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indiana | | | 150.9 | | | 11.4 | | | 65.9 | | | 12.4 | | | — | | | 8.5 | | | 7.4 | | | — | | | | | | | | | 256.5 | | | 1.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Virginia | | | 169.4 | | | 2.8 | | | 84.6 | | | 5.9 | | | — | | | — | | | — | | | — | | | | | | | | | 262.7 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, [removed: 2023] [added: 2024] was [removed: $55,096,895,366] [added: $45,549,515,606] calculated using the average price on June 30, [removed: 2023] [added: 2024] of [removed: $445.24] [added: $379.29] per share.

The number of shares outstanding of the Registrant’s Common Stock as of January 31, [removed: 2024] [added: 2025] was [removed: 120,653,315.][added: 120,644,737.]

Parts II and III incorporate herein by reference portions of the Registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A with respect to the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024.][added: 17, 2025.]

For the Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#i7b1f484cd1dd4915aee01308d7de3d89_16)] [added: [Business](#i2aee68eadaf146dd9be1084457137921_16)] | | | [removed: [4](#i7b1f484cd1dd4915aee01308d7de3d89_19)] [added: [4](#i2aee68eadaf146dd9be1084457137921_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7b1f484cd1dd4915aee01308d7de3d89_67)] [added: Factors](#i2aee68eadaf146dd9be1084457137921_67)] | | | [removed: [22](#i7b1f484cd1dd4915aee01308d7de3d89_67)] [added: [20](#i2aee68eadaf146dd9be1084457137921_67)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7b1f484cd1dd4915aee01308d7de3d89_70)] [added: Comments](#i2aee68eadaf146dd9be1084457137921_70)] | | | [removed: [36](#i7b1f484cd1dd4915aee01308d7de3d89_70)] [added: [34](#i2aee68eadaf146dd9be1084457137921_70)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i7b1f484cd1dd4915aee01308d7de3d89_2439)] [added: [Cybersecurity](#i2aee68eadaf146dd9be1084457137921_73)] | | | [removed: [36](#i7b1f484cd1dd4915aee01308d7de3d89_2439)] [added: [34](#i2aee68eadaf146dd9be1084457137921_73)] | | |

| Item 2. | | | [removed: [Properties](#i7b1f484cd1dd4915aee01308d7de3d89_73)] [added: [Properties](#i2aee68eadaf146dd9be1084457137921_76)] | | | [removed: [37](#i7b1f484cd1dd4915aee01308d7de3d89_73)] [added: [36](#i2aee68eadaf146dd9be1084457137921_76)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7b1f484cd1dd4915aee01308d7de3d89_76)] [added: Proceedings](#i2aee68eadaf146dd9be1084457137921_79)] | | | [removed: [38](#i7b1f484cd1dd4915aee01308d7de3d89_76)] [added: [36](#i2aee68eadaf146dd9be1084457137921_79)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7b1f484cd1dd4915aee01308d7de3d89_79)] [added: Disclosures](#i2aee68eadaf146dd9be1084457137921_82)] | | | [removed: [38](#i7b1f484cd1dd4915aee01308d7de3d89_79)] [added: [36](#i2aee68eadaf146dd9be1084457137921_82)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7b1f484cd1dd4915aee01308d7de3d89_85)] [added: Securities](#i2aee68eadaf146dd9be1084457137921_88)] | | | [removed: [39](#i7b1f484cd1dd4915aee01308d7de3d89_85)] [added: [37](#i2aee68eadaf146dd9be1084457137921_88)] | | |

| Item 6. | | | [removed: [Reserved](#i7b1f484cd1dd4915aee01308d7de3d89_88)] [added: [Reserved](#i2aee68eadaf146dd9be1084457137921_91)] | | | [removed: [42](#i7b1f484cd1dd4915aee01308d7de3d89_88)] [added: [40](#i2aee68eadaf146dd9be1084457137921_91)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7b1f484cd1dd4915aee01308d7de3d89_94)] [added: Operations](#i2aee68eadaf146dd9be1084457137921_94)] | | | [removed: [43](#i7b1f484cd1dd4915aee01308d7de3d89_94)] [added: [41](#i2aee68eadaf146dd9be1084457137921_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i7b1f484cd1dd4915aee01308d7de3d89_118)] [added: Risk](#i2aee68eadaf146dd9be1084457137921_118)] | | | [removed: [67](#i7b1f484cd1dd4915aee01308d7de3d89_118)] [added: [64](#i2aee68eadaf146dd9be1084457137921_118)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7b1f484cd1dd4915aee01308d7de3d89_121)] [added: Data](#i2aee68eadaf146dd9be1084457137921_121)] | | | [removed: [69](#i7b1f484cd1dd4915aee01308d7de3d89_121)] [added: [66](#i2aee68eadaf146dd9be1084457137921_121)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7b1f484cd1dd4915aee01308d7de3d89_208)] [added: Disclosure](#i2aee68eadaf146dd9be1084457137921_211)] | | | [removed: [124](#i7b1f484cd1dd4915aee01308d7de3d89_208)] [added: [117](#i2aee68eadaf146dd9be1084457137921_211)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7b1f484cd1dd4915aee01308d7de3d89_211)] [added: Procedures](#i2aee68eadaf146dd9be1084457137921_214)] | | | [removed: [124](#i7b1f484cd1dd4915aee01308d7de3d89_211)] [added: [117](#i2aee68eadaf146dd9be1084457137921_214)] | | |

| Item 9B. | | | [Other [removed: Information](#i7b1f484cd1dd4915aee01308d7de3d89_214)] [added: Information](#i2aee68eadaf146dd9be1084457137921_217)] | | | [removed: [125](#i7b1f484cd1dd4915aee01308d7de3d89_214)] [added: [118](#i2aee68eadaf146dd9be1084457137921_217)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7b1f484cd1dd4915aee01308d7de3d89_217)] [added: Inspections](#i2aee68eadaf146dd9be1084457137921_220)] | | | [removed: [125](#i7b1f484cd1dd4915aee01308d7de3d89_217)] [added: [118](#i2aee68eadaf146dd9be1084457137921_220)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7b1f484cd1dd4915aee01308d7de3d89_223)] [added: Governance](#i2aee68eadaf146dd9be1084457137921_226)] | | | [removed: [126](#i7b1f484cd1dd4915aee01308d7de3d89_223)] [added: [119](#i2aee68eadaf146dd9be1084457137921_226)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7b1f484cd1dd4915aee01308d7de3d89_226)] [added: Compensation](#i2aee68eadaf146dd9be1084457137921_229)] | | | [removed: [127](#i7b1f484cd1dd4915aee01308d7de3d89_226)] [added: [120](#i2aee68eadaf146dd9be1084457137921_229)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7b1f484cd1dd4915aee01308d7de3d89_229)] [added: Matters](#i2aee68eadaf146dd9be1084457137921_232)] | | | [removed: [127](#i7b1f484cd1dd4915aee01308d7de3d89_229)] [added: [120](#i2aee68eadaf146dd9be1084457137921_232)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7b1f484cd1dd4915aee01308d7de3d89_232)] [added: Independence](#i2aee68eadaf146dd9be1084457137921_235)] | | | [removed: [128](#i7b1f484cd1dd4915aee01308d7de3d89_232)] [added: [121](#i2aee68eadaf146dd9be1084457137921_235)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i7b1f484cd1dd4915aee01308d7de3d89_235)] [added: Services](#i2aee68eadaf146dd9be1084457137921_238)] | | | [removed: [128](#i7b1f484cd1dd4915aee01308d7de3d89_235)] [added: [121](#i2aee68eadaf146dd9be1084457137921_238)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedule](#i7b1f484cd1dd4915aee01308d7de3d89_241)] [added: Schedule](#i2aee68eadaf146dd9be1084457137921_244)] | | | [removed: [129](#i7b1f484cd1dd4915aee01308d7de3d89_241)] [added: [122](#i2aee68eadaf146dd9be1084457137921_244)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7b1f484cd1dd4915aee01308d7de3d89_286)] [added: Summary](#i2aee68eadaf146dd9be1084457137921_289)] | | | [removed: [141](#i7b1f484cd1dd4915aee01308d7de3d89_286)] [added: [134](#i2aee68eadaf146dd9be1084457137921_289)] | | |

| | | | [Signatures and Certifications](#i2aee68eadaf146dd9be1084457137921_292) | | | [135](#i2aee68eadaf146dd9be1084457137921_292) | | |

| | | | [Signatures and Certifications](#i7b1f484cd1dd4915aee01308d7de3d89_289) | | | [142](#i7b1f484cd1dd4915aee01308d7de3d89_289) | | |

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on third-party service providers to do the same, including sensitive personal information as well as proprietary or confidential information relating to our business or a [removed: third-party.][added: third-party with which we do business.]

We employ processes to safeguard information and protect our [removed: members’] [added: customers’] data, including by deploying both proactive and defensive practices against the evolving cyber threat landscape.

h.Maintaining a program to identify cybersecurity risks associated with certain [removed: third party] [added: third-party] vendors, which is one component of an overall vendor risk management program.

Our efforts to manage against cybersecurity threats are further guided by Federal and state laws, as well as contractual [added: commitments with third parties, which regulate our collection, use and disclosure of confidential information such as protected health information and personally identifiable information.]

Although we have been subject to breaches of our information technology systems, including breaches of the information technology systems of third-party service providers, the impact of such attacks has not been material to our business strategy, operations or results of operations, financial position, or cash flows through December 31, [removed: 2023.][added: 2024.]

Our Chief Information Security Officer is responsible for assessing and managing identified cybersecurity risks, [removed: and] evaluating and remediating cybersecurity incidents, and sharing information directly with the Audit Committee and Technology Committee, or full Board of Directors, when appropriate.

[removed: Our] Chief Information [removed: Security Officer reports to our Chief Information] Officer, who is in turn responsible for the management of Humana’s data and information technology risks more generally.

Our Chief Information Security Officer reports to our

Our Chief Information Officer is a senior executive with more than two decades of experience leading technology teams in large, regulated industries.

commitments with third parties, which regulate our collection, use and disclosure of confidential information such as protected health information and personally identifiable information.

Our Chief Information Officer is a senior executive and industry leader in risk management practices in highly regulated fields.

We owned or leased numerous medical centers and administrative offices at December 31, [removed: 2023.][added: 2024.]

Of these medical centers, approximately [removed: 324] [added: 378] of these facilities are leased or subleased to our contracted providers to operate.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 1,602] [added: 1,511] holders of record of our common stock and [removed: 637,767] [added: 629,228] beneficial holders of our common [removed: stock.][added: stock.]

The following table provides details of dividend payments, excluding dividend equivalent rights, in [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] under our Board approved quarterly cash dividend policy:

In October [removed: 2023,] [added: 2024,] the Board declared a cash dividend of $0.8850 per share payable on January [removed: 26, 2024] [added: 31, 2025] to stockholders of record on December [removed: 29, 2023] [added: 31, 2024] for an aggregate amount of [removed: $108] [added: $107] million.

In February [removed: 2024,] [added: 2025,] the Board declared a cash dividend of [removed: $0.885] [added: $0.8850] per share payable on April [removed: 26, 2024] [added: 25, 2025] to stockholders of record on March [removed: 29, 2024.][added: 28, 2025.]

The following graph compares our total return to stockholders with the returns of the Standard & Poor’s Composite 500 Index (“S&P 500”) and the Dow Jones US Select Health Care Providers Index (“Peer Group”) for the five years ended December 31, [removed: 2023.][added: 2024.]

The graph assumes an investment of $100 in each of our common stock, the S&P 500, and the Peer Group on December 31, [removed: 2018,] [added: 2019,] and that dividends were reinvested when paid.

[removed: ][added: ]

| | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

The following table provides information about purchases by us during the three months ended December 31, [removed: 2023] [added: 2024] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

[removed: (2)On] [added: (2)Effective] February [removed: 15, 2023,] [added: 16, 2024,] the Board of Directors replaced the [removed: previous share] [added: February 2023] repurchase authorization [removed: of up to $3 billion] (of which approximately [removed: $1 billion] [added: $824 million] remained unused) with a new [added: share repurchase] authorization for repurchases of up to $3 billion of our common shares exclusive of shares repurchased in connection with employee stock plans, expiring as of February 15, [removed: 2026,] [added: 2027,] which we refer to as the [removed: February 2023] [added: 2024] repurchase authorization.

Our remaining repurchase authorization [removed: under the February 2023 repurchase authorization] was [removed: $824 million] [added: $2.9 billion] as of February [removed: 15, 2024.][added: 19, 2025.]

| 2024 payments | | | | | | | | | | | | | | | | | | | | |

| 12/29/2023 | | | | | | 1/26/2024 | | | | | | $0.8850 | | | | | | $108 | | |

| 3/29/2024 | | | | | | 4/26/2024 | | | | | | $0.8850 | | | | | | $107 | | |

| 6/28/2024 | | | | | | 7/26/2024 | | | | | | $0.8850 | | | | | | $106 | | |

| 9/30/2024 | | | | | | 10/25/2024 | | | | | | $0.8850 | | | | | | $107 | | |

| HUM | | | $ | 100 | | | | | $ | 113 | | | | | $ | 128 | | | | | $ | 142 | | | | | $ | 128 | | | | | $ | 72 | |

| S&P 500 | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 157 | | | | | $ | 196 | |

| Peer Group | | | $ | 100 | | | | | $ | 118 | | | | | $ | 147 | | | | | $ | 137 | | | | | $ | 136 | | | | | $ | 126 | |

| October 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,926,243,841 | |

| November 2024 | | | — | | | | | | — | | | | | | — | | | | | | 2,926,243,841 | | |

| December 2024 | | | — | | | | | | — | | | | | | — | | | | | | 2,926,243,841 | | |

| Total | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| 2022 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2021 | | | | | | 1/28/2022 | | | | | | $0.7000 | | | | | | $90 | | |

| 3/31/2022 | | | | | | 4/29/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| 6/30/2022 | | | | | | 7/29/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| 9/30/2022 | | | | | | 10/28/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| HUM | | | $ | 100 | | | | | $ | 129 | | | | | $ | 145 | | | | | $ | 165 | | | | | $ | 184 | | | | | $ | 165 | |

| S&P 500 | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

| Peer Group | | | $ | 100 | | | | | $ | 123 | | | | | $ | 145 | | | | | $ | 181 | | | | | $ | 169 | | | | | $ | 168 | |

| October 2023 | | | 220,245 | | | | | | $ | 507.67 | | | | | 220,245 | | | | | | $ | 1,917,683,190 | |

| November 2023 | | | 860,260 | | | | | | 485.36 | | | | | | 860,260 | | | | | | 1,500,150,885 | | |

| December 2023 | | | — | | | | | | — | | | | | | — | | | | | | 1,500,150,885 | | |

| Total | | | 1,080,505 | | | | | | | | | | | | 1,080,505 | | | | | | | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 4,694] [added: 2,221] | | | | | $ | [removed: 5,061] [added: 4,694] | |

| Investment securities | | | [removed: 16,626] [added: 18,214] | | | | | | [removed: 13,881] [added: 16,626] | | |

| Receivables, net of allowances of [removed: $88] [added: $98] in [removed: 2023] [added: 2024] and [removed: $70] [added: $88] in [removed: 2022] [added: 2023] | | | [removed: 2,035] [added: 2,704] | | | | | | [removed: 1,674] [added: 2,035] | | |

| Other current assets | | | [removed: 6,631] [added: 6,676] | | | | | | [removed: 5,567] [added: 6,631] | | |

| Total current assets | | | [removed: 29,986] [added: 29,815] | | | | | | [removed: 26,183] [added: 29,986] | | |

| Property and equipment, net | | | [removed: 3,030] [added: 2,532] | | | | | | [removed: 3,221] [added: 3,030] | | |

| Long-term investment securities | | | [removed: 382] [added: 421] | | | | | | [removed: 380] [added: 382] | | |

| Goodwill | | | [removed: 9,550] [added: 9,631] | | | | | | [removed: 9,142] [added: 9,550] | | |

| Equity method investments | | | [removed: 740] [added: 697] | | | | | | [removed: 749] [added: 740] | | |

| Other long-term assets | | | [removed: 3,377] [added: 3,383] | | | | | | [removed: 3,380] [added: 3,377] | | |

| Total assets | | | $ | [removed: 47,065] [added: 46,479] | | | | | $ | [removed: 43,055] [added: 47,065] | |

| Benefits payable | | | $ | [removed: 10,241] [added: 10,440] | | | | | $ | [removed: 9,264] [added: 10,241] | |

| Trade accounts payable and accrued expenses | | | [removed: 6,569] [added: 5,259] | | | | | | [removed: 5,238] [added: 6,569] | | |

| Book overdraft | | | [removed: 353] [added: 403] | | | | | | [removed: 298] [added: 353] | | |

| Unearned revenues | | | [removed: 266] [added: 260] | | | | | | [removed: 286] [added: 266] | | |

| Short-term debt | | | [removed: 1,443] [added: 577] | | | | | | [removed: 2,092] [added: 1,443] | | |

| Total current liabilities | | | [removed: 18,872] [added: 16,939] | | | | | | [removed: 17,178] [added: 18,872] | | |

| Long-term debt | | | [removed: 10,213] [added: 11,144] | | | | | | [removed: 9,034] [added: 10,213] | | |

| Other long-term liabilities | | | [removed: 1,662] [added: 1,951] | | | | | | [removed: 1,473] [added: 1,662] | | |

| Total liabilities | | | [removed: 30,747] [added: 30,034] | | | | | | [removed: 27,685] [added: 30,747] | | |

| Common stock, $0.16 2/3 par; 300,000,000 shares authorized; [removed: 198,690,082] [added: 198,718,810] shares issued at December 31, [removed: 2023] [added: 2024] and [removed: 198,666,598] [added: 198,690,082] shares issued at December 31, [removed: 2022] [added: 2023] | | | 33 | | | | | | 33 | | |

| Capital in excess of par value | | | [removed: 3,346] [added: 3,463] | | | | | | [removed: 3,246] [added: 3,346] | | |

| Retained earnings | | | [removed: 27,540] [added: 28,317] | | | | | | [removed: 25,492] [added: 27,540] | | |

| Accumulated other comprehensive loss | | | [removed: (999)] [added: (1,067)] | | | | | | [removed: (1,304)] [added: (999)] | | |

| Treasury stock, at cost, [removed: 76,465,862] [added: 78,077,195] shares at December 31, [removed: 2023] [added: 2024] and [removed: 73,691,955] [added: 76,465,862] shares at December 31, [removed: 2022] [added: 2023] | | | [removed: (13,658)] [added: (14,371)] | | | | | | [removed: (12,156)] [added: (13,658)] | | |

| Total stockholders' equity | | | [removed: 16,262] [added: 16,375] | | | | | | [removed: 15,311] [added: 16,262] | | |

| Noncontrolling interests | | | [removed: 56] [added: 70] | | | | | | [removed: 59] [added: 56] | | |

| Total equity | | | [removed: 16,318] [added: 16,445] | | | | | | [removed: 15,370] [added: 16,318] | | |

| Total liabilities and equity | | | $ | [removed: 47,065] [added: 46,479] | | | | | $ | [removed: 43,055] [added: 47,065] | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Premiums | | | $ | [removed: 101,272] [added: 112,104] | | | | | $ | [removed: 87,712] [added: 101,272] | | | | | $ | [removed: 79,822] [added: 87,712] | |

| Services | | | [removed: 4,033] [added: 4,431] | | | | | | [removed: 4,776] [added: 4,033] | | | | | | [removed: 3,055] [added: 4,776] | | |

| Investment income | | | [removed: 1,069] [added: 1,226] | | | | | | [removed: 382] [added: 1,069] | | | | | | [removed: 187] [added: 382] | | |

| Total revenues | | | [removed: 106,374] [added: 117,761] | | | | | | [removed: 92,870] [added: 106,374] | | | | | | [removed: 83,064] [added: 92,870] | | |

| Benefits | | | [removed: 88,394] [added: 100,664] | | | | | | [removed: 75,690] [added: 88,394] | | | | | | [removed: 69,199] [added: 75,690] | | |

| Operating costs | | | [removed: 13,188] [added: 13,696] | | | | | | [removed: 12,671] [added: 13,188] | | | | | | [removed: 10,121] [added: 12,671] | | |

| Depreciation and amortization | | | [removed: 779] [added: 839] | | | | | | [removed: 709] [added: 779] | | | | | | [removed: 596] [added: 709] | | |

| Total operating expenses | | | [removed: 102,361] [added: 115,199] | | | | | | [removed: 89,070] [added: 102,361] | | | | | | [removed: 79,916] [added: 89,070] | | |

| Income from operations | | | [removed: 4,013] [added: 2,562] | | | | | | [removed: 3,800] [added: 4,013] | | | | | | [removed: 3,148] [added: 3,800] | | |

| Net income attributable to Humana | | | $ | 1,207 | | | | | $ | 2,489 | | | | | $ | 2,806 | |

| Distribution from noncontrolling interest holders, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 7 | | | | | | 7 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances, December 31, 2024 | | | 198,719 | | | | | | $ | 33 | | | | | $ | 3,463 | | | | | $ | 28,317 | | | | | $ | (1,067) | | | | | $ | (14,371) | | | | | $ | 16,375 | | | | | $ | 70 | | | | | $ | 16,445 | |

| Net income | | | $ | 1,214 | | | | | $ | 2,484 | | | | | $ | 2,802 | |

| Changes in securities lending collateral receivable | | | (418) | | | | | | — | | | | | | — | | |

| Changes in securities lending payable | | | 418 | | | | | | — | | | | | | — | | |

| Changes in rebate factor payable | | | 123 | | | | | | — | | | | | | — | | |

Employer Group Commercial Medical Products Business Exit

In February 2023, we announced our planned exit from the Employer Group Commercial Medical Products business, which includes all fully insured, self-funded and Federal Employee Health Benefit medical plans, as well as associated wellness and rewards programs.

No other Humana health plan offerings are materially affected.

Following a strategic review, we determined the Employer Group Commercial Medical Products business was no longer positioned to sustainably meet the needs of commercial members over the long term or support our long-term strategic plans.

We anticipate the exit of this line of business to be finalized in the first half of 2025.

In addition, we recorded impairment charges of $200 million, relating to indefinite-lived intangible assets, in 2024 and $91 million, including $55 million relating to indefinite-lived intangible assets, in 2023.

There was no material impairment charge recorded in 2022.

We participate in a securities lending program to optimize investment income.

We loan certain investment securities for short periods of time in exchange for collateral initially equal to at least 102% of the fair value of the investment securities on loan.

The fair value of the loaned investment securities is monitored on a daily basis, with additional collateral obtained or refunded as the fair value of the loaned investment securities fluctuates.

The collateral, which may be in the form of cash or U.S. Government securities, is deposited by the borrower with an independent lending agent.

Any cash collateral, which is reinvested by the lending agent primarily in short-term, highly liquid investments, is recorded as a securities lending collateral asset within other current assets on our consolidated balance sheet at the end of the reporting period.

We record a corresponding liability to reflect our obligation to return the collateral within trade accounts payable and accrued expenses on our consolidated balance sheet at the end of the reporting period.

Collateral received in the form of securities is not recorded in our consolidated balance sheets because, absent default by the borrower, we do not have the right to sell, pledge or otherwise reinvest securities collateral.

Loaned securities continue to be carried as investment securities on the consolidated balance sheet at the end of the reporting period.

Earnings on the invested cash collateral, net of expense, associated with the securities lending payable are recorded as investment income.

are revised each period to reflect current experience.

subsequent period pharmacy claims data.

In October 2024, we entered an uncommitted receivables purchase facility, or the Facility, under which certain pharmaceutical rebate receivables may be sold on a non-recourse basis to a financial institution.

Although the sale is made without recourse, we provide collection services related to the transferred assets without compensation.

The Facility's total capacity is $1.19 billion with an initial one year term, unless terminated early or extended.

As control of, and risk related to, the receivables are transferred to the financial institution, the transactions under the Facility are accounted for as a true sale.

The derecognition of our receivables transferred to a financial institution reduce our net pharmaceutical rebate receivable balance included in “Other current assets” on our accompanying consolidated balance sheets and generate a loss on discounted receivables included in “Operating costs” on our accompanying consolidated statements of income.

As servicer of the purchased receivables, we establish a payable to the financial institution included in “Trade accounts payable and accrued expenses” on our accompanying consolidated balance sheets for rebates collected from manufacturers not yet remitted to the financial institution.

Cash proceeds from the sale of receivables to the financial institution are classified as an operating activity included in “Changes in other assets” and rebates collected from manufacturers not yet remitted to the financial institution are classified as a financing activity included in “Changes in rebate factor payable” on our accompanying consolidated statement of cash flows.

For the year ended December 31, 2024, we sold $639 million of pharmaceutical rebate receivables under the Facility and the loss on discounted receivables were not material.

As of December 31, 2024, we collected $168 million from manufacturers, $123 million of which have not been remitted to the financial institution.

We expensed policy acquisition costs related to our

economic characteristics.

For our CON intangible assets, unfavorable changes in key assumptions or combinations of assumptions, including a significant increase in the discount rate, decrease in the long-term growth rate or substantial reduction in the underlying cash flow assumptions, including revenue growth rates, operating cost trends, and projected operating income could have a significant negative impact on the estimated fair value of our CON intangible assets, which account for $910 million of our intangible assets.

Impairment tests completed for 2024 and 2023 resulted in impairment charges of $200 million and $55 million, respectively.

Our reserving practice is to consistently

Humana Inc.

| Balances, December 31, 2020 | | | 198,649 | | | | | | 33 | | | | | | 2,705 | | | | | | 20,517 | | | | | | 391 | | | | | | (9,918) | | | | | | 13,728 | | | | | | — | | | | | | 13,728 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 2,933 | | | | | | | | | | | | | | | | | | 2,933 | | | | | | 1 | | | | | | 2,934 | | |

| Stock option exercises | | | — | | | | | | — | | | | | | 16 | | | | | | | | | | | | | | | | | | 15 | | | | | | 31 | | | | | | | | | | | | 31 | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 52 | | | | | | 52 | | |

| Gain on Kindred at Home equity method investment | | | — | | | | | | — | | | | | | (1,129) | | |

| Repayment of term loan | | | (500) | | | | | | (2,000) | | | | | | (2,078) | | |

| Less: Remeasured existing Kindred at Home equity method investment | | | — | | | | | | — | | | | | | (2,360) | | |

These charges were recorded at the corporate level and not allocated to the segments.

We expect to incur additional charges through the end of 2024.

The indefinite-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The significant disruption in utilization during 2020 also impacted our ability to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk profiles, and, as such, significantly affected our 2021 revenue under the risk adjustment payment model for Medicare Advantage plans.

Finally, changes in utilization patterns and actions taken in 2021 as a result of the COVID-19 pandemic, including the suspension of certain financial recovery programs for a period of time and shifting the timing of claim payments and provider capitation surplus payments, impacted our claim reserve development and operating cash flows for 2021.

security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds.

and recognize an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience.

Fee-for-service revenue is recognized at agreed upon rates, net of contractual allowances, as the performance obligation is completed on the date of service.

For additional information regarding amounts associated with Medicare Part D, refer to Note 7 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

For additional information regarding our acquisition of KAH, refer to Note 3 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

Impairment tests completed for 2021 did not result in an impairment loss.

useful life generally using the straight-line method.

when the claim form was received.

liabilities are recovered or settled.

In November 2020, the FASB issued Accounting Standards Update No. 2020-11, Financial Services—Insurance (Topic 944): Effective Date and Early Application (“ASU 2020-11”).

The amendments in ASU 2020-11 make changes to the effective date and early application of Accounting Standards Update No. 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”), which was issued in November 2018.

The amendments in ASU 2020-11 extended the original effective date by one year, and now the amendments are required for our interim and annual reporting periods beginning after December 15, 2022.

The new guidance relates to accounting for long-duration contracts of insurers which revises key elements of the measurement models and disclosure requirements for long-duration contracts issued by insurers, including the amortization of deferred contract acquisition costs and the measurement of liabilities for future policy benefits using current, rather than locked-in, assumptions.

The new guidance, limited to our Medicare Supplement product which represents less than 1% of consolidated premiums and services revenue, became effective for us

beginning January 1, 2023 and was applied to contracts in force on the basis of their existing carrying value amounts at the beginning of the earliest period presented.

The new guidance requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment.

We are currently evaluating the impact on our segment information footnote disclosures.

In June 2022, we classified Gentiva Hospice as held-for-sale and aggregated Gentiva Hospice’s assets and liabilities separately on the balance sheet.

The assets, liabilities and noncontrolling interest disposed of on August 11, 2022 were as follows:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Receivables, net of allowances | | | 194 | | |

| Goodwill | | | 2,331 | | |

| Total assets | | | $ | 3,622 | |

| Total liabilities | | | $ | 530 | |

| Noncontrolling interest | | | $ | 11 | |

Based on our evaluation as of December 31, [removed: 2023,] [added: 2024,] we as the principal executive officer, the principal financial officer and the principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms.

We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment, we determined that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, who also audited the Company’s consolidated financial statements included in our Annual Report on Form 10-K, as stated in their report which appears on pages [removed: 121-123.][added: 114-116.]

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(b) During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024] [added: 17, 2025] appearing under the caption “Proposal One: Election of Directors” in such Definitive Proxy Statement.

All [removed: employees] [added: associates] and directors are required to annually affirm in writing their acceptance of the Code.

[removed: -] [added: We have also adopted] our Policy Regarding Transactions in Company Securities, Inside Information and [removed: Confidentiality;][added: Confidentiality, which we refer to as our Insider Trading Policy.]

Additional information about these items can be found in, and is incorporated by reference to, our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024.][added: 17, 2025.]

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024] [added: 17, 2025] appearing under the caption “Corporate Governance – Audit Committee” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024] [added: 17, 2025] appearing under the caption “Corporate Governance – Committee Membership and Attendance” of such Definitive Proxy Statement.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K and is also available on the Investor Relations section of our Internet web site at www.humana.com.

Additional information required by this Item is incorporated herein by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024.][added: 17, 2025.]

We maintain plans under which options to purchase our common stock and awards of restricted stock may be made to officers, directors, and key [removed: employees.][added: associates.]

Information concerning stock option awards and the number of securities remaining available for future issuance under our equity compensation plans in effect as of December 31, [removed: 2023] [added: 2024] follows:

(4)Of the number listed above, [removed: 4,348,987 (1,445,965] [added: 3,674,990 (1,445,966] from the 2011 Plan and [removed: 2,903,023] [added: 2,229,024] from the Amended and Restated Plan) can be issued as restricted stock at December 31, [removed: 2023] [added: 2024] (giving effect to the provision that one restricted share is equivalent to 2.29 stock options in the 2011 Plan and 3.35 stock options in the Amended and Restated Plan).

The information under the captions “Stock Ownership Information - Security Ownership of Certain Beneficial Owners of Company Common Stock” and “Stock Ownership Information - Security Ownership of Directors and Executive Officers” in our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024,] [added: 17, 2025,] is herein incorporated by reference.

| Equity compensation plans approved by security holders (1) | | | 375,066 | | | | | | $ | 404.615 | | | | | $ | 10,778,492 | | | | | (2)(3)(4) | | |

| Total | | | 375,066 | | | | | | $ | 404.615 | | | | | $ | 10,778,492 | | | | | | | |

| Equity compensation plans approved by security holders (1) | | | 242,006 | | | | | | $ | 415.178 | | | | | $ | 13,036,391 | | | | | (2)(3)(4) | | |

| Total | | | 242,006 | | | | | | $ | 415.178 | | | | | $ | 13,036,391 | | | | | | | |

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024] [added: 17, 2025] appearing under the captions “Certain Transactions with Management and Others” and “Corporate Governance – Director Independence” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 18, 2024] [added: 17, 2025] appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

| | | | | | | Schedule I | | | | | | Parent Company Condensed Financial Information at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| [removed: 3(a)] [added: [3(a)](https://www.sec.gov/Archives/edgar/data/49071/000004907124000040/a3ihumanaincrestatedcert.htm)] | | | Restated Certificate of Incorporation of Humana Inc. filed with the Secretary of State of Delaware on November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the correction of March 23, [removed: 1992] [added: 1992, and the amendment dated April 24, 2024] (incorporated herein by reference to Exhibit [removed: 4(i)] [added: 3(i)] to Humana Inc.’s [removed: Post-Effective Amendment No.1 to the Registration Statement] [added: Quarterly Report] on Form [removed: S-8 (Reg. No. 33-49305) filed February 2, 1994).] [added: 10-Q for the quarter ended June 30, 2024).] | | |

| [removed: [4(a)](http://www.sec.gov/Archives/edgar/data/49071/000119312503073141/dex41.htm)] [added: [4(a)](https://www.sec.gov/Archives/edgar/data/49071/000119312503073141/dex41.htm)] | | | Indenture, dated as of August 5, 2003, by and between Humana Inc. and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 001-05975). | | |

| [removed: [(b)](http://www.sec.gov/Archives/edgar/data/49071/000119312508128893/dex43.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/49071/000119312508128893/dex43.htm)] | | | Fourth Supplemental Indenture, dated as of June 5, 2008, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form 8-K filed on June 5, 2008). | | |

| [removed: [(c)](http://www.sec.gov/Archives/edgar/data/49071/000089534506000406/ex4_2.txt)] [added: [(c)](https://www.sec.gov/Archives/edgar/data/49071/000089534506000406/ex4_2.txt)] | | | Indenture, dated as of March 30, 2006, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Registration Statement on Form S-3 filed on March 31, 2006, Req. No. 333-132878). | | |

| [removed: [(e)](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)] [added: [(e)](https://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)] | | | Sixth Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012). | | |

| [removed: [(f)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[f](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] | | | [removed: Eighth] [added: Ninth] Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.6] to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014). | | |

| [removed: [(g)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] [added: [(w)](https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/exhibit44-8xk31224.htm)] | | | [removed: Ninth] [added: Twenty-Ninth] Supplemental Indenture, dated [removed: as of September 19, 2014, by and] [added: March 13, 2024,] between [removed: Humana Inc.] [added: the Company] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.4] to Humana [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed on [removed: September 19, 2014).] [added: March 13, 2024).] | | |

| [removed: [(h)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[g](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] | | | Tenth Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017). | | |

| [removed: [(i)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)[h](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] | | | Eleventh Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017). | | |

| [removed: [(j)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[i](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] | | | Fourteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(k)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[j](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] | | | Fifteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(l)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[k](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] | | | Sixteenth Supplemental Indenture, dated March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K, filed March 27, 2020). | | |

| [removed: [(m)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)[l](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)] | | | Seventeenth Supplemental Indenture, dated March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K, filed March 27, 2020). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[m](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] | | | Nineteenth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[o](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] | | | Twentieth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[o](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] | | | Twenty-First Supplemental Indenture, dated March 23, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 23, 2022). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] | | | Twenty-Second Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on November 22, 2022). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] | | | Twenty-Third Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on November 22, 2022). | | |

| [removed: [(s)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)] | | | Twenty-Fourth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 13, 2023). | | |

| [removed: [(t)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)[s](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)] | | | Twenty-Fifth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 13, 2023). | | |

| [removed: [(u)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)[t](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)] | | | Twenty-Sixth Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on November 9, 2023). | | |

| [removed: [(v)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)[u](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)] | | | Twenty-Seventh Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on November 9, 2023). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)[w](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[aa](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] | | | [removed: Description] [added: Form] of [removed: Securities] [added: Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options)] (incorporated herein by reference to Exhibit [removed: 4(o)] [added: 10(jj)] to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019).] [added: 2015).] | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)[(](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)[a](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)[)*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)] [added: [10(a)*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)] | | | Humana Inc. Executive Incentive Compensation Plan, as amended and restated January 1, 2020 (incorporated herein by reference to Exhibit 10(b) to Humana Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)[c](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)] [added: [(c)*](https://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)] | | | The Humana Inc. Deferred Compensation Plan for Non-Employee Directors (as amended on October 18, 2012) (incorporated herein by reference to Exhibit 10(m) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)[d](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)] [added: [(d)*](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)] | | | Humana Inc. Executive Severance Policy, effective as of March 1, 2023 (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)[e](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)] [added: [(e)*](https://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)] | | | Humana Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-171616), filed on January 7, 2011). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)[f](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)] [added: [(f)*](https://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)] | | | Humana Retirement Equalization Plan, as amended and restated as of January 1, 2011 (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K filed on February 18, 2011). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)[h](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)] [added: [(h)*](https://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)] | | | Executive Long-Term Disability Program (incorporated herein by reference to Exhibit 10(a) to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)[j](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)] [added: [(j)*](https://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)] | | | Summary of the Company’s Financial Planning Program for our executive officers (incorporated herein by reference to Exhibit 10(v) to Humana’s Inc.’s Annual Report on Form 10-K filed on February 22, 2013). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)[k](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)] [added: [(k)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)] | | | Five-Year $2.5 Billion Amended and Restated Credit Agreement, dated as of June 2, 2023, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Current Report on Form 8-K filed on June 2, 2023)). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)[l](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm)[m](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm)] | | | 364-Day [removed: $1.5 Billion] Revolving Credit Agreement, dated as of [removed: June 2, 2023,] [added: May 31, 2024,] among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as [removed: Joint Lead] [added: Joint-Lead] Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to Humana [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed on June [removed: 2, 2023).] [added: 5, 2024).] | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[m](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[n](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] | | | Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[n](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[o](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] | | | Form of CMS Private Fee for Service Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[o](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Voluntary Prescription Drug Plan (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[p](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage Prescription Drug Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[q](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage-Only Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[r](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[s](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Advantage Regional Coordinated Care Plan (incorporated herein by reference to Exhibit 10.6 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[s](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[t](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] | | | Explanatory Note regarding Medicare Prescription Drug Plan Contracts between Humana and CMS (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 001-05975). | | |

| [(v)](https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/exhibit42-8xk31224.htm) | | | Twenty-Eighth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.'s Current Report on Form 8-K filed on March 13, 2024). | | |

| [(x)†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit4x-humxdescriptiono.htm) | | | Description of Securities. | | |

| [(l)](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex102.htm) | | | First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, and certain banks and other financial institutions party thereto (incorporated herein by reference to Exhibit 10.2 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024). | | |

| [(w)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10w-sdiamondtransit.htm) | | | Transition & Separation Agreement, dated as of December 2, 2024, by and between Humana Inc. and Susan Diamond. | | |

| [(x)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10x-cmelletofferlet.htm) | | | Offer Letter, dated as of November 20, 2024, by and between Humana Inc. and Celeste Mellet. | | |

| [19.1†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit191-policyregarding.htm) | | | Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality as of December 2023. | | |

| | | | 2024 | | | | | | 2023 | | |

| Net income attributable to Humana | | | $ | 1,207 | | | | | $ | 2,489 | | | | | $ | 2,806 | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Other | | | (50) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

Refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K for a summary of significant accounting policies.

| --- | --- | --- | --- | --- | --- |

| [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[y](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm) | | | Form of Commercial Paper Dealer Agreement between Humana Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on October 7, 2014). | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[ee](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm) | | | First Amendment to the Amended and Restated Humana Inc. Stock Incentive Plan. | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10nn-annualpsu100at.htm)[nn](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10nn-annualpsu100at.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10nn-annualpsu100at.htm) | | | Form of Company’s Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan. | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[oo](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm) | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan. | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10pp-annualnq3yr33n.htm)[pp](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10pp-annualnq3yr33n.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10pp-annualnq3yr33n.htm) | | | Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (Non-Qualified Stock Options). | | |

| Equity in net earnings of equity method investments | | | — | | | | | | — | | | | | | 79 | | |

| Comprehensive income attributable to equity method investments | | | — | | | | | | — | | | | | | 6 | | |

| Proceeds from issuance of term loan | | | — | | | | | | — | | | | | | 2,500 | | |

| | | | Date: | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ [removed: SUSAN] [added: CELESTE] M. [removed: DIAMOND] [added: MELLET] | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ JOHN-PAUL W. FELTER | | | | | | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ [removed: BRUCE D. BROUSSARD] [added: JAMES A. RECHTIN] | | | | | | [added: President and] Chief Executive Officer, Director (Principal Executive Officer) | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ KURT J. HILZINGER | | | | | | Chairman of the Board | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ RAQUEL C. BONO, M.D. | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ FRANK A. D’AMELIO | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ DAVID T. FEINBERG, M.D. | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ WAYNE A. I. FREDERICK, M.D. | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ JOHN W. GARRATT | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ KAREN W. KATZ | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ MARCY S. KLEVORN | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ JORGE S. MESQUITA | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| /s/ BRAD D. SMITH | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 20, 2025] | | |

| | | | By: | | | | | | /s/ CELESTE M. MELLET | | |

| | | | | | | | | | Celeste M. Mellet | | |

| Celeste M. Mellet | | | | | | | | | | | | | | |

| James A. Rechtin | | | | | | | | | | | | | | |

| /s/ GORDON SMITH | | | | | | Director | | | | | | February 20, 2025 | | |

| Gordon Smith | | | | | | | | | | | | | | |

| | | | By: | | | | | | /s/ SUSAN M. DIAMOND | | |

| | | | | | | | | | Susan M. Diamond | | |

| Susan M. Diamond | | | | | | | | | | | | | | |

| Bruce D. Broussard | | | | | | | | | | | | | | |

| /s/ WILLIAM J. MCDONALD | | | | | | Director | | | | | | February 15, 2024 | | |

| William J. McDonald | | | | | | | | | | | | | | |